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Supplier’s Connection Site Terms of Use
I. IMPORTANT! THIS IS A BINDING LEGAL AGREEMENT (this "Agreement"). PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.
This Agreement governs your use of this Internet site located at https://suppliersconnection.hilton.com (collectively, the "Site") and is by and between Hilton Domestic Operating Company Inc., a Delaware Corporation (referred to herein as "Hilton", "we", "us", or "our") and you, on behalf of yourself and the supplier for which you have registered ("you"). By using, viewing, transmitting, caching, storing and/or otherwise utilizing the Site, the services or functions offered in or by the Site and/or the contents of the Site in any way, you have agreed to each and all of the terms and conditions set forth below, and waive any right to claim ambiguity or error in this Agreement. If you do not agree to each and all of these terms and conditions please do not use the Site and leave the Site immediately. We reserve the right, at our sole and absolute discretion, to change, modify, add, or remove portions of these terms at any time without notice and, unless otherwise indicated, such changes will become effective immediately; therefore, please check these terms periodically for changes. Your continued use of the Site following the posting of changes to this Agreement will mean you accept those changes. Please print and retain a copy of this Agreement, as it may be changed from time to time, for your records.
If you are a Supplier, have entered into an Agreement for Use of Hilton Worldwide’s Supplier’s Connection with Hilton (“Use Agreement”) and been approved by Hilton for participation in the Services (as such term is defined in the Use Agreement), this Agreement is part of, and is hereby incorporated by reference into, your Agreement for Use. If any term or condition in this Agreement conflicts with any term or condition in your Use Agreement, the term or condition in the Use Agreement shall control. For the avoidance of confusion, a term or condition in this Agreement which supplements, augments or amplifies any of the terms and conditions of the Use Agreement but does not also directly contradict any Use Agreement term or condition or create a situation where you cannot comply with a term and/or condition in this Agreement as well as a specific term and/or condition in the Use Agreement without breaching this Agreement and/or the Use Agreement, shall not be deemed for the purposes of this Agreement to conflict with such term in the Use Agreement.
The following capitalized words used in this Agreement have the meanings here indicated: (i) “Hotel” means any hotel in the Hilton portfolio of brands; (ii) “Project Representatives” means, collectively, owners, architects and project managers affiliated or involved with the development, renovation, remodeling or refurbishing a Hotel; (iii); “Supplier” means a Hilton approved supplier of products and/or services using the Site; and (iv) “User” means any person or entity that accesses, browses or in any way uses the Site, including but not limited to Suppliers. You are a User. Certain other capitalized terms used in this Agreement are listed in, and have the meanings given them, in Section XVII (Defined Terms). These terms are integral to the terms and conditions of the Agreement and you are encouraged to read their definitions closely.
II. ELIGIBILITY
The Site is available only to individuals and entities that can form legally binding contracts under applicable law. Without limiting the foregoing, the Site and the services offered by the Site are not available to minors. If you do not qualify, click here [NOTE: Please insert hyperlink here enabling user to exit from Site] to leave the Site and do not use the Site.
III. NO AGENCY; NO HILTON RESPONSIBILITY FOR SUPPLIER PRODUCTS OR SERVICES
You and Hilton are independent legal entities and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement or by the Site.
The Site and the Site Content are provided by or through us for informational purposes only, with the understanding that we are, by the provision of such Content, not engaged in providing, and have no responsibility whatsoever for providing, any of the services and products described by Suppliers on the Site or any legal or other professional advice or service. We are not endorsing, sponsoring or recommending such Suppliers and are not responsible for the products or services they may offer to provide, promise to provide or provide. We are not involved in any actual transaction that may occur between you and any other User. We have no control over the quality, safety or legality of the products or services listed on the Site, the truth or accuracy of the listings, the ability of Suppliers to sell products or services or the ability of buyers to buy products or services. We cannot and do not ensure that a buyer or Supplier will actually complete a transaction. Hilton and the Suppliers are independent legal entities and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement or by the Site. You are solely responsible for complying with all applicable laws governing the operation of your business, including the sale and delivery of your services and products.
The information contained in or through the Site is based upon sources believed to be accurate and reliable; and we have exercised reasonable care to assure the accuracy of the information. However, we make no representation or warranty as to such accuracy. Site Content other than Hilton Content and Your Content was submitted to us by Project Representatives, Suppliers and/or other third parties. Such Content is made available to you and other Users as an accommodation only.
IV. INTELLECTUAL PROPERTY RIGHTS; USE OF CONTENT
Hilton owns the Site and all Hilton Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Site. Hilton also owns the Intellectual Property Rights throughout the world associated with the Hilton Content and the Site. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Hilton Content in whole or in part except as expressly authorized by Hilton. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Hilton Content are retained by Hilton.
The Hilton Marks are, as between you and Hilton, the property of Hilton and may not be copied, downloaded or otherwise exploited without Hilton’s permission. You hereby agree that, subject to any rights to use Hilton Marks that may have been granted to you in a separate agreement, you shall not use any “metatags”, “spyware”, search word preference or any other services that results in you being referenced in regard to Internet searches for any Hilton Marks, attracts Internet users to your website, call centers or other services, or otherwise use any such marks, directly or indirectly, in any way in connection with any of your business or operations without the prior written approval of Hilton and, in the event of such approval, only in the manner and at such times as shall be prescribed in such approval. You may not frame or utilize framing techniques to enclose any Hilton Marks or other Hilton proprietary information (including images, text, page layout, or form) without our prior express written consent. You may not use any meta tags or any other "hidden text" utilizing our name, any Hilton Marks or other Hilton proprietary information without our prior express written consent.
The Site allows you, (i) as a Supplier, to provide information including information about yourself, your company and your products and/or services that you are offering to Hotels, (ii) as a Project Representative, to provide information including information about yourself, your company, your project(s) and the products and/or services that you are or may be interested in obtaining for your Hotel(s), and (iii) as a User to provide certain Content. All such information and Content is considered Your Content. Hilton has the right to approve Your Content, to ensure that Your Content is appropriate and meets the terms and conditions of this Agreement. Hilton may use Your Content, as well as any Site Content, in a number of different ways. You alone are responsible for Your Content and the consequences of posting or publishing it. You affirm that you own or have the necessary licenses, rights, including Intellectual Property Rights, consents, and permissions to use, post and publish Your Content and to grant the license below. You assume all risks associated with Your Content, including anyone's reliance on its accuracy, completeness or usefulness, and any disclosure by you of information in Your Content that makes you personally identifiable.
You hereby grant to Hilton a perpetual, irrevocable, royalty free, worldwide, fully paid-up right and license to use, reproduce, modify, publicly display, distribute and modify Your Content, including your name and any logo, for any purpose relating to the Site, including displaying it on the Site, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it and distributing it to other Users. You understand that your name and logo may be included in a list with other suppliers of products and/or services that are similar to or competitive with your products and services. You also irrevocably grant to the other Users of the Site the right to access Your Content in connection with their use of the Site. Your Content shall be deemed to be public information, and Hilton shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in Your Content. Finally, you irrevocably waive, and shall cause to be waived, any claims and assertions of moral rights or attribution with respect to Your Content.
You agree that Hilton is not responsible for any violations of any Intellectual Property Rights caused by Your Content. You understand that, by using the Site, Your Content will be available to Hotels and to other Users and that Hilton has no obligation to prevent the unauthorized copying, dissemination, alternation or other use of Your Content by other Users.
Hilton has the right in its sole discretion to refuse to post Your Content for any reason, including, but not limited to, submitted Content that appears to contain material protected by Intellectual Property Rights held by a third party or information regarding a product that no longer meets Hilton’s criteria for inclusion in the Site. Hilton may also remove Your Content from time to time at its sole discretion, including if Hilton believes it violates the terms of this Agreement. Hilton may also reinstate Your Content at any time in its sole discretion. Hilton has no obligation to retain or provide you with copies of Your Content.
In the event you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by us or third party licensors for your use in connection with the Site only. We do not transfer title to the Software to you. You own the medium on which the Software is recorded, but we (or third party licensors) retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.
V. SUBMISSIONS
We are pleased to hear from our Users and welcome your comments regarding the Site and the products and services identified thereon. However, Hilton’s long-standing company policy does not allow us to accept or consider creative ideas, suggestions, or materials other than those that we have specifically requested. We employ a talented staff and consultants who may be working on the same or similar ideas. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by our professional staff and/or consultants might seem to others to be similar to their own creative work. Please do not send to us or to any Hilton Affiliate, Hotel or Project Representative any unsolicited original creative materials of any kind. While we do value your feedback on the Site and the products and services offered in connection therewith, we request that you be specific in your comments with respect to the same, and not submit any creative ideas, suggestions, or materials (unless specifically requested by us).
If, at our request, you send certain specific submissions to us or to any Hilton Affiliate, Hotel or Project Representative or, despite our request, you send creative suggestions, ideas, notes, drawings, concepts, or other information to us or to any Hilton Affiliate, Hotel or Project Representative (collectively, the "Submissions"), your act of sending such Submissions shall constitute an assignment to Hilton of all Intellectual Property Rights in such Submissions. Hilton may edit, copy, publish, distribute, translate, and otherwise use in any medium any Submissions that you send to Hilton, will own exclusively all such rights, titles, and interest and shall not be limited in any way in its use, commercial or otherwise, of the Submissions. Hilton is and shall be under no obligation to: (i) maintain any of your Submissions in confidence; (ii) pay to you any compensation for any Submissions; or (iii) to respond to any of your Submissions. You represent and warrant that you are authorized to grant all rights in and to any and all Submissions you provide to Hilton or to any Hilton Affiliate, Hotel or Project Representative.
VI. PROHIBITED ACTIVITIES
You shall not, and shall not assist or cause any other person or entity to, do, perform or engage in any of the following activities: (i) use the Site in violation of this Agreement or in violation of any applicable law; (ii) restrict or inhibit any other User from using and enjoying the Site; (ii) use the Site to violate any obligation of confidentiality or to breach or infringe the Intellectual Property Rights of any person or entity; (iii) resell, redistribute, broadcast or transfer from the Site any Site Content or use any Site Content in a searchable, machine-readable database; (iv) provide any Site Content or any information from the Site to any person or entity that is not Hilton or a User; (v) modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit the Site or any Site Content (other than Your Content to the extent you have the necessary Intellectual Property Rights to do so); (vi) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Site or any Site Content; (vii) use Site Content for any purpose other than as specified herein; (viii) impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content submitted to the Site; (ix) engage in any activity that is intended to, or could, thwart Hilton's detection process, or tamper with or alter any part of the Site Content or data files contained in, or accessed through, the Site or interfere with Hilton’s monitoring of or ability to maintain the Site in good working order; (x) place on the Site, submit for inclusion on the Site or transmit to or through the Site any Content that you do not have sufficient rights, including contractual rights and Intellectual Property Rights, to make so available including inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (xi) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on Hilton’s technology infrastructure; or (xii) attempt to gain unauthorized access to other computer systems or networks connected to the Site.
In addition to the forgoing, you shall not, and shall not assist or cause any other person or entity to, place on the Site, submit for inclusion on the Site or transmit to or through the Site any Content that is inappropriate or unlawful or unrelated to the purpose of the Site, including without limitation (i) profanity, vulgarity, racial slurs, hate speech, any statement or language that is hostile, threatening, abusive, defamatory or offensive or that could reasonably be interpreted as such, including sexual references and rude or deliberately offensive comments; (ii) Content that is obscene, indecent, profane, pornographic, or adult in nature or that could reasonably be interpreted as such, including in the form of text, graphics, off-color jokes, links to obscene, pornographic, or adult materials, blatant double entendres or attempts to hide or misspell Content that isn't allowed; (iii) Content that contains, links to or otherwise subjects the Site to any Virus or Disabling Code; (iv) Content that encourages or provides instructional activities about illegal activities; (v) Content that constitutes or contains advertising, "junk mail," "spam," or "chain letters," except that you may provide promotional materials about your products and services in Communications properly sent to Project Representatives; or (vi) communication that promotes, solicits or attempts to solicit other Users to join, become members of, support or contribute money to any service (online or otherwise), person, entity, group or organization, or that advocates or attempts to get Users to join in illegal activities.;
Your Content (i) shall not contain any Viruses or Disabling Code and (ii) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.
VII. CONTENT AND THIRD PARTY SITES LINKED TO THE SITE
Links to other sites may be contained in the Site. By providing or permitting these links, we are not endorsing, sponsoring or recommending such sites or the materials disseminated by or services provided by them, and are not responsible for the materials, services or other situations at or related to or from any other site. We reserve the right to disable links from any third party sites to the Site.
We make no representations concerning the content of sites listed in any of the Site's directories. Consequently, we cannot be held responsible for the accuracy, relevancy, copyright compliance, legality or decency of material contained in sites listed in any search results or otherwise linked to any third party site.
VIII. DISCLAIMERS
ELECTRONIC TRANSMISSIONS, INCLUDING THE INTERNET, ARE PUBLIC MEDIA, AND ANY USE OF SUCH MEDIA IS PUBLIC AND NOT PRIVATE. INFORMATION RELATED TO OR ARISING FROM SUCH USE IS PUBLIC, OR THE PROPERTY OF THOSE COLLECTING INFORMATION, AND NOT PERSONAL OR PRIVATE INFORMATION.
YOU AGREE THAT YOU USE THE SITE AT YOUR OWN RISK. THE CONTENT, SERVICES AND MATERIALS IN THE SITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS REGARDING THE ACCURACY, RELIABILITY, USEFULNESS OR COMPLETENESS OF THE SERVICES, CONTENT OR MATERIALS IN THE SITE OR ANY SITE LINKED TO IT. TO THE MAXIMUM EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, MATERIALS OR FUNCTIONS CONTAINED IN THE SITE WILL BE CONTINUOUSLY AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SERVICES, CONTENT, MATERIALS OR THE SERVERS THAT MAKE THE SITE OR SUCH SERVICES, CONTENT AND MATERIALSAVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE ACCURATE OR COMPLETE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, CONTENT, MATERIALS, FUNCTIONS OR PRODUCTS AVAILABLE THROUGH THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. In the event we are held liable for any damages related to such matters, your sole and exclusive remedy will be limited to reimbursement for services or products paid by you to the entity held liable which were not provided by such entity. You hereby waive any and all rights to bring any claim or action related to such matters in any forum beyond one (1) year after the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based.
We explicitly disclaim any responsibility for the accuracy, content, or availability of information found on sites that link to or from the Site. We cannot ensure that you will be satisfied with any products or services that you may purchase from any Supplier or from a third-party site that links to or from the Site or third party content on the Site. We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy or reliability of, any of the information contained in such third-party sites or content. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you hereby irrevocably waive any claim against the Indemnified Parties with respect to such sites and third party content. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.
The Indemnified Parties are not responsible for telephone, electric, electronic, network, Internet, computer, hardware or software program malfunctions, failures, delays or difficulties, or late, lost, stolen, illegible, incomplete, garbled, misdirected, mutilated or postage due mail, e-mail, form postings, connections, messages or entries, or the security of any and all such matters.
Further, the Indemnified Parties are not responsible for incorrect or inaccurate entry information, whether caused by Internet users or by any of the equipment or programming associated with or utilized in the Site or by any technical or human error which may occur in the processing of any information related to the Site.
Hilton reserves the right to deny any person or entity access to the Site. We may prohibit you from participating in or utilizing the Site if in our sole and absolute discretion you have breached this Agreement or any rules regarding the use of the Site. We also reserve the right to refuse access to the Site, terminate accounts, remove or edit content or cancel orders in our sole and absolute discretion.
If for any reason any part or portion of the Site or the Site is not capable of running as planned, including infection by Virus, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct or operation of the Site or the Site, we reserve the right (but we do not have the obligation) in our sole and absolute discretion, to prohibit you and any other person or entity from using the Site, and to cancel, terminate, modify or suspend the Site or any portion thereof.
You also agree that the Indemnified Parties are not responsible or liable in any way for injury, loss or damage to your computer or interception or use of credit card information, related to or resulting from use of the Site or any sites, services or materials linked or related thereto or therefrom and also are not responsible or liable in any way for any injury, loss, claim or damage relating to or resulting from any part of the Site operating or not operating on computers or networks used by you or communicating with such computers or networks.
Although we intend that product and service descriptions contained in the Site be current and accurate, we make no warranty or representation that descriptions of products and services in the Site are accurate, complete, current, or reliable in any or all respects. In the event that a product or services described in the Site is not as described, you agree that you will look to the responsible Supplier, and not to Hilton, for resolution of that situation and any resulting dispute. In the event that a Project Representative or Hotel does not comply with any of the terms of any agreement he/she/it may enter into with you, you agree that you will look to such Project Representative or Hotel, and not to Hilton, for resolution of that situation and any resulting dispute.
ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. 2701-2711): WE MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB SITE LINKED TO THE SITE. WE WILL NOT BE LIABLE FOR THE PRIVACY OF THE INFORMATION, E-MAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT TRANSMITTED OVER NETWORKS ACCESSED BY THE SITE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE SITE.
NO ORAL ADVICE OR WRITTEN CORRESPONDENCE OR INFORMATION PROVIDED BY US OR ANY OF THE INDEMNIFIED PARTIES WILL CREATE A WARRANTY OF ANY KIND AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. WE RESERVE THE RIGHT, IN OUR SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE, OR TO DENY ACCESS TO THE SITE TO ANYONE AT ANY TIME. NEITHER WE NOR ANY OF THE INDEMNIFIED PARTIES, SHALL HAVE ANY LIABILITY ARISING FROM YOUR RELIANCE UPON THE INFORMATION PROVIDED ON THE SITE.
The Site may contain technical inaccuracies or typographical errors or omissions. Hilton is not responsible for any typographical, photographic, technical or pricing (including without limitation mistaken hotel rates) errors listed on our Site. Hilton reserves the right to make changes, corrections and/or improvements to the Site, and to the products and programs described in such information, at any time without notice.
IX. INDEMNIFICATION
You are entirely responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account. You hereby indemnify, defend and hold us and our hotels and each of our and their owners, suppliers, subsidiaries, affiliates, franchisees and each of such person's or entities' officers, directors, agents, contractors, subcontractors, guests, residents, visitors, licensees, invitees, permitees and employees (collectively, the "Indemnified Parties") harmless from and against any and all allegations, demands, claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorneys' fees) and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise ("Claims") arising out of or in any way connected with this Agreement, the services or products provided to you by the Site or any related act or failure to act by you and whether or not occasioned or contributed to by the negligence of Hilton or any agent or employee of the Indemnified Parties or any of them (except as and to the extent prohibited by applicable law) or Claims arising from your account, including, without limitation, any Claims related to infringement by you of the intellectual property rights of any person, including without limitation, copyright, patent, trade secret, trade mark, artist rights, droit moral, privacy, publicity or rights under other intellectual property laws. In the event that any Claim is made or any action or proceeding is brought against the Indemnified Parties, or any of them, arising out of or connected with this Agreement, any such Indemnified Party may, by reasonable notice to you, require you, at your expense, to resist such Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior written approval of such Indemnified Party, which approval shall be deemed to have been given hereby in the case of counsel acting for your insurance underwriters engaged in such resistance or defense. You shall cooperate with us in the defense of any Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
X. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE FOR ANY LOST PROFITS, COST OF COVER, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE SERVICES OR FUNCTIONS OF THE SITE OR ARISING OUT OF YOUR ACCESS TO, OR INABILITY TO ACCESS, THE SITE OR YOUR RELIANCE UPON, THE SITE OR THE SERVICES, CONTENT OR MATERIALS IN, OR FUNCTIONS OF, THE SITE, PROVISION OF, OR FAILURE TO PROVIDE SERVICES, OR INFORMATION, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE). IN ADDITION, WE HAVE NO DUTY TO UPDATE THE SITE OR THE CONTENTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY OF THE PRODUCTS, SERVICES, MEMBERS, SUPPLIERS AND/OR BUYER OFFERED IN CONNECTION THEREWITH OR ASSOCIATED THEREWITH, AS THE CASE MAY BE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF.
XI. RELEASE
BY UTILIZING THE SITE, ALL USERS ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES ARE RELEASED, DISCHARGED AND HELD HARMLESS FROM AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY LIABILITY WITH RESPECT TO ALL ASPECTS OF THE SITE (INCLUDING WITHOUT LIMITATION, ANY ILLNESS, LOSSES, LITIGATION, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, AND CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, OR INVASION OF PRIVACY, REASONABLE ATTORNEYS' FEES AND COURT COSTS) THAT MAY OCCUR FROM USE OF THE SITE OR THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF INFORMATION, MATERIALS, SERVICES OR PRODUCTS RELATED THERETO OR ACQUIRED THEREFROM. WE RESERVE THE RIGHT AT ANY TIME AND WITHOUT LIABILITY TO RESTRICT OR REFUSE ACCESS TO THE SITE AND ITS SERVICES, CONTENT, MATERIALS AND FUNCTIONS TO ANYBODY. WE FURTHER RESERVE THE RIGHT TO SEEK ANY FORM OF RELIEF, INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES, RELATED TO FRAUDULENT OR ILLEGAL ACTIVITY CONNECTED WITH THE USE OF THE SITE.
Because we are not involved in the actual transaction between buyers and suppliers, if applicable, in the event that you have a dispute with one or more Users, you also on behalf of yourself, your predecessors, if applicable, and each of their present and former officers, employees, directors, shareholders, parents, subsidiaries, alter egos, affiliates, suppliers, agents, attorneys, accountants, heirs, executors, administrators, conservators, successors and assigns, as applicable, hereby fully and forever releases and discharges the Indemnified Parties, from any and all claims, demands, liens, actions, agreements, suits, causes of action, obligations, controversies, debts, costs, attorneys' fees, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or suspected which have existed or may have existed, or which do exist or which hereafter can, shall or may exist, based on any facts, events or omissions occurring from any time on or prior to the execution of this Agreement which arise out of, concern, pertain or relate in any way to this Agreement or the Site. You also acknowledge that there is a possibility that subsequent to the execution of this Agreement, you will discover facts or incur or suffer claims which were unknown or unsuspected at the time this Agreement was executed, and which if known by it at that time may have materially affected its decision to execute this Agreement. You acknowledge and agree that by reason of this Agreement, and the release contained in this section of this Agreement, you are assuming any risk of such unknown facts and such unknown and unsuspected claims. You have been advised of the existence of Section 1542 of the California Civil Code ("Section 1542"), which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Notwithstanding such provisions, this release shall constitute a full release in accordance with its terms. You knowingly and voluntarily waive the provisions of Section 1542, as well as any other statute, law or rule of similar effect. In connection with such waiver and relinquishment, You acknowledges that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true, with respect to the matters released herein. Nevertheless, it is your intention, through this Agreement, and with the advice of counsel, fully and finally settle and release all such matters, and all claims relative thereto, which do now exist, may exist, or have existed between and among the parties hereto, including the Indemnified Parties. You hereby acknowledge that you have been advised by your legal counsel, understand and acknowledge the significance and consequence of this release and of this specific waiver of Section 1542 and other such laws.
XII. JURISDICTIONAL ISSUES
The products and/or services described in the Site may not be available in your country. We make no representation that the services or products offered in the Site are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. If use of the Site and/or viewing or use of any material or content therein or services offered thereby violates or infringes any applicable law in your jurisdiction(s), you are not authorized to view or use the Site and must exit immediately. Your viewing and/or use of the Site constitutes your representation that you are unconditionally and without limitation permitted to view and use the Site and the Indemnified Parties may rely upon such representation. The Site is operated from the United States and it is possible that some Software from the Site may be subject to United States export controls. No Software from the Site may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country subject to a U.S. or U.N. embargo or sanction; or (ii) to anyone on the US Treasury Department's list of Specially Designated Nationals or anyone subject to the same or similar restrictions even if not listed or the US Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any of the above restricted lists or subject to such restrictions.
XIII. TERMINATION
These terms are effective until terminated by Hilton. Your access to the Site may be terminated immediately without notice from us if in our sole and absolute discretion you fail to comply with any term or provision of this Agreement. Upon termination, you must cease use of the Site and destroy all materials obtained from such site and all copies thereof, whether made under the terms of this Agreement or otherwise. Notwithstanding the termination of this Agreement, you acknowledge and agree that those rights and obligations which by their nature are intended to survive the termination of this Agreement in order to be fully operative, shall survive the termination of this Agreement including, without limitation, the following provisions hereof: Section III (No Agency; No Hilton Responsibility for Supplier Products or Services); Section IV (Intellectual Property Rights; Use of Content); Section V (Submissions); Section VIII (Disclaimers); Section IX (Indemnification); Section X (Limitation of Liability); Section XI (Release); Section XIII (Termination); Section XIV (General Provisions); Section XVI (Notice and Procedure for Making Claims of Copyright Infringement); and Section XVII (Defined Terms).
XIV. GENERAL PROVISIONS
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site and your solicitation of offers to purchase and/or sell products and/or services. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to the terms of this Agreement shall be filed only in the United States District Court for the Eastern District of Virginia or, if there is no federal jurisdiction over the action, in the courts of the Commonwealth of Virginia located in Fairfax County, Virginia. You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between us relating to the subject matter herein and shall not be modified except as otherwise set forth herein. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall any waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. You agree that you will execute and deliver to us, in recordable form if necessary, such further documents, instruments or agreements, and shall take such further action, that may be necessary or appropriate to effectuate the purposes of this Agreement.
XV. DIGITAL SIGNATURE PROVISIONS
You represent and warrant that you have the legal right, power and authority to agree to the terms of this Agreement on behalf of yourself and the member, buyer or supplier participating in the Site. You further agree that your use constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act ("E-Sign") and the Uniform Electronic Transactions Act ("UETA") and that you have formed, executed, entered into, accepted the terms of and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by you and the member, buyer or supplier on whose behalf you are acting.
XVI. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to our Designated Agent. Notification must be submitted to the following Designated Agent:
Service Provider(s): Hilton Worldwide, Inc.
Name of Agent Designated to Receive Notification of Claimed Infringement: Kristin Campbell
Full Address of Designated Agent to Which Notification Should be Sent: 7930 Jones Branch Drive, McLean, VA 22102
Telephone Number of Designated Agent: 703 883 5100
Email Address of Designated Agent: CopyrightClaim@hilton.com
To be effective, under Title 17, United States Code, Section 512(c)(3), the notification must be a written communication that includes the following:
A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
XVII. DEFINED TERMS
The following capitalized words used in this Agreement have the meanings given them below:
(i) “Content" means all material including without limitation, text, images, audio material, video material, audio-visual material, software, links, interfaces, functionality and all other forms of data and communications.
(ii) “Disabling Code” means code which (a) has been intentionally inserted to have the effect of permitting improper use, access, deletion or modification of, or (b) could have the effect of disabling, deactivating, damaging or shutting down one or more software programs or systems and/or hardware or hardware systems, including, without limitation, “time bombs”, “protect codes”, “data destruction keys”, “trap doors” and similar code or devices.
(iii) “Hilton Affiliate” means each of the following as Hilton, in its sole discretion, may elect: (i) any owner or subsidiary of Hilton; (ii) any person or entity controlled by, under common control with or controlling Hilton or Hilton’s owners; (iii) any joint venture, partnership, limited liability company, licensee, marketing affiliate or other entity in which Hilton or its owners are a joint venturer, supplier, member, licensor, affiliated company or controlling shareholder; (iv) the joint venturers, suppliers, members, or controlling shareholders of such entities set forth in the immediately foregoing clause (iii); and (v) any owned, managed, or licensed property of any person or entity set forth in the immediately foregoing clauses (i) through (iv), inclusive.
(iv) “Hilton Content” means the Site Content contributed by Hilton for use on the Site.
(v) “Hilton Marks” means, collectively use Hilton names, or any variation thereof, or the names "Hilton," “Hampton”, “Homewood”, “Doubletree”, “Conrad”, “Embassy”, “Waldorf Astoria”, “Home2Suites” or the stylized "H" swirl or other logotypes, trademarks, service marks, trade names or other Intellectual Property now or hereafter used by Hilton or any Hilton Affiliate.
(vi) “Include” and its derivatives (such as “including” and “includes”), whether or not capitalized, mean including without limitation.
(vii) “Intellectual Property” and “Intellectual Property Rights” each mean all intellectual property rights, including (i) any patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, service mark (whether registered or unregistered), service mark application, copyright (whether registered or unregistered), copyright application, trade secret, proprietary information, know-how, process, technology, development tool, ideas, concepts, design right, moral right, data base right, methodology, algorithm or invention, (ii) any right to use or exploit any of the foregoing, and (iii) any other proprietary right or intangible asset (including software).
(viii) “Site Content” means all Content on the Site.
(viii) “Virus” and “Viruses” each mean any virus, trojan horse, worm spyware, back door, email bomb, malicious code and other similar item, including those listed in (i) the Computer Associates’ Virus Encyclopedia currently located at (http://gsa.ca.com/virusinfo/browse.aspx), (ii) the F-Secure Computer Virus Information Center currently located at (http://www.f-secure.com/v-descs/index.shtml), or (iii) the McAfee virus glossary currently located at (http://vil.nai.com/vil/virus_list.asp), as each may be updated from time to time. In the event that Computer Associates, F-Secure or McAfee ceases to maintain its virus encyclopedia/glossary, the Parties shall mutually agree on another independent third party reference to replace the omitted virus Encyclopedia/glossary.
(ix) “Your Content” means all Content placed on the Site, submitted for inclusion in the Site or transmitted to or through the Site by you or by any person or entity on your behalf.
